Two Lonely Souls
by Starshadow13
Summary: When the son of a famous flying race pony comes to PonyVille, trying to escape his fathers fame, which has made his life less than normale, he falls in love with a certain clumbsy mare, but will he ever be able to escape his fathers name, and will he be able to tell this mare how he really feels?
1. New Arrival in PonyVille

**A new arrival In PonyVille**

The sun was just rising in Equestria, and all the ponies, which were awake, looked to the sky. They enjoyed the sight, for it gave them hope, helped them to understand that their princess was watching over them, making sure that no harm would befall them, but for two, the rising sun could do nothing to brighten their day.

A grey Pegasus walked out of her cottage, which was at the outskirts of ponyville. She had moved their to avoid the other ponies, who treated her meanly. The pony had a golden main and tail, seven bubbles marking her cutie mark and two eyes which were not looking in the same direction. She had a bag around her neck and a hat on her head, which read "Mailmare". Putting on a fake smile as she took to the sky. This mare's name was Ditzy Doo, and she was one of the nicest ponies in Ponyville. She headed for the local post office, where she collected the mail, before setting out to deliver them. She usually got their before anypony else, so as to avoid being made fun of.

Ditzy made her rounds at her own pace, usually being a few minutes late to deliver some mail. Most ponies either didn't care, or had gotten use to it, but others were cruel, like the next pony she was delivering her mail to. Landing like a pro, Ditzy walked up to a large home. This cottage was richly decorated, with expensive decorations lining the house and surrounding yard. Taking a few slow steps, Ditzy made it to the front door without knocking anything over, Ditzy was a bit clumsy, due to her crossed eyes which was the reason why almost no pony seemed to like her.

Knocking on the door gently, Ditzy waited, and a moment later the door opened to reveal a young filly standing in the door way. This filly had a white coat, and a beautifully combed main and tail.

"Oh it's you." The young filly said, with disdain in her voice.

"Hello Diamond Tiara, is your father home?" She asked sounding polite and not at all offended.

"Dad, Derpy Hooves is here with the mail!" Diamond Tiara yelled inside. Ditzy cringed at the name, but otherwise remained unaffected. Diamond Tiara left and a moment later A finely dressed Stallion walked into the doorway, and smiled at Ditzy.

"Ah miss Hooves, you have my mail?" He asked politely.

"Actually mister Filthy Rich, my name is…" She started nervously.

"Please call me Rich, Just _Rich!_" He replied, emphasizing the word Rich.

"My name is Ditzy, not Derpy." She replied again more nervous than last time.

"Nonsense, I remember your name quite perfectly and as I recall it is Derpy Hooves." He said oblivious to Ditzy, who was now trying to hold back tears.

"Here's your mail mister Rich." Ditzy said as she handed him his mail, before running off. On her way, she accidentally knocked over a lawn ornament, which promptly shattered, causing shouts of anger From Filthy Rich, who was tired of having to replace his expensive decorations.

Ditzy ran, not caring about Filthy Rich's protests, she needed to get as far away from him as possible. No longer able to hold her tears back, they began to fall from her face, obscuring her vision, which made it impossible for her to see. A moment later she felt herself hit something, before she fell and got tangled in something. There was a shout of surprise and a yelp of pain. Ditzy wiped her eyes as best she could, and saw that she had ran into a strange stallion. She had never seen him before.

The stallion had a dark blue coat with swirls marking his body, legs, and face, which were a dark red contrast to his coat. The stallion had an even darker blue main and tail, both of which were unkempt, with red mixed in. The stallion had a crescent moon with a shadow passing over it as a cutie mark, and there were bags under his eyes, which were brilliant silver. Quickly righting them, Ditzy quickly apologized while wiping away some tears. The stallion looked her over a look of interest on his face.

"Its fine, I wasn't paying attention, so it's my fault." The stallion said. A moment later he noticed her hate, which had fallen a few feet away. Turning to retrieve it, Ditzy saw that he to was a Pegasus. A moment later he returned and placed the hat on her head.

"Thank you." Ditzy said.

"You're the local Mailmare, right?" The stallion asked.

"Um yes, Ditzy Doo's the name, delivering mail's my game.." She said as she smiled, taking pride in her job.

"My name is Starshadow." He said, as if she should know him name.

"Sorry, should I…know you?" She asked confused.

"No, I mean any mail for me?" he replied patiently.

"Oh, hold on." She said as she searched her satchel. She doubted he would have any mail, him being new here, but surprisingly she found a single letter addressed to him. "Here you go." She said.

"Thank you so much, I've been waiting for this letter for some time now." Starshadow said as he pulled out a few bits, which he promptly handed to her.

She quickly counted out the bits, and looked up in confusion, but before she could ask, he was already walking away. Smiling she pocketed the bits which was to go to the post office, while placing the five extra bits he had given her in another pocket.

Starshadow headed for the nearest building. A sign outside of it read "Hit the hey Inn". Walking inside he was met with the smell of fresh hey. Walking up the counter, he quickly grabbed the attention of the mare who owned the Inn.

Excuse me miss, I'd like to rent a room, Please." He said a fake smile on his face. Starshadow was both tired and quite unhappy, due to his sore hooves.

"We have several types of rooms, standard, which is just a hey bed and a nightstand, luxury, which is decorated, to keep our guests in a good mood and comes with a more softer type of hey for your relaxation, and then there is the Royal, which is richly decorated, comes complete with the softest hey in Equestria and includes free meals. The mare said as she looked Starshadow up and down.

"Standard will be just fine." Starshadow said a happy tone in his voice.

The mare smiled and quickly grabbed a key from under the counter, before pointing him to his room. Quickly paying her, Starshadow headed for his room. Once inside he fell onto his hey bed, and quickly got comfortable. Though he tried to fall asleep, his mind wondered to that mare he had bumped into. He remembered her wiping tears from her eyes. He sighed, knowing how she felt.

Sitting up, Starshadow grabbed the letter she had delivered to him, and quickly tore it open to read its contents. As expected it was the finale word from his father, the letter had some unflattering language, most of which was directed at him, while the rest simply expressed his disappointment in Starshadow. His father had been a fast flying Pegasus back in his day, he was before the Wonderbolts, and his name was widely known, so it came to a shock to his father when Starshadow showed no interest in following in his father's footsteps.

Sighing Starshadow ripped the letter up and tossed it in the trash, before falling asleep.

**00000**

Ditzy had just delivered her last letter, to a shy mare named Fluttershy. She was about to head home, when she spotted a very familiar pink pony. Calling out to her, the pink pony rushed over to meet her. The pony had a pink main and tail, which was always bushy and in a mess, she had three ballons on her flank for a cutie mark, and she always had a smile on her face.

"Hey!" The mare said in a bubbly voice.

"Hey Pinkie Pie, did you see the new stallion yet?" Ditzy asked. She was always happy to see Pinkie; she could put a smile on anypony's face.

"A new pony in Ponyville!?" She shouted in glee. "I have to meet him, I hope he likes parties, because I am going to throw him the biggest, bestes party ever! She said as she began to skip circles around Ditzy.

"That sounds like fun, I'm sure the party will be fun." Ditzy said sadly. She didn't plan to go, not because she didn't like parties, but because nopony seemed to like her at parties, she always managed to break something.

"What? Ditzy you have to go; it's going to be the bestes party ever!" Pinkie said in outrage.

"Pinkie, nopony wants me at a party, I always break something." Ditzy said as she lowered her head in shame.

"Ditzy, a party, is not a party unless something gets broken!" Pinkie said matter of fact.

"…fine, I'll go, but you have to bring lots of muffins!" Ditzy quickly said accusingly.

"Ha, not only am I going to bring muffins, but I'm going to bring so many cupcakes, and party punch, and, and, and..." Pinkie trailed off.

Laughing Ditzy said goodbye to Pinkie and quickly headed for home, to get ready for the party, knowing pinkie, she could get a party up and ready in no time flat. Word of the party quickly spread, and it was clear that everypony was going to be there, while parties were a common thing in PonyVille; nopony ever missed one, especially if Pinkie Pie was throwing the party.

**00000**

Starshadow woke up to a sudden knock on his door. Getting up, Starshadow opened the door to find the owner of the Inn holding a letter out to him.

"What's this?" He asked confused?

"There is a party being held in the town circle, and you've been invited." She said happily as she pulled out her own invitation. "Everyponies been invited."

Confused Starshadow opened the letter and saw that he had indeed been invited to the party. According to the invitation, nopony was to be left out, and in order to get into the party, you had to have a smile on your face.

"I don't really have a choice do I?' He asked the mare.

"Well of course you have a choice, but Pinkie Pie will be awfully mad if you don't show up, after all the party if for you." The mare said happily.

Confused, Starshadow thanked the mare and closed the door. Sighing he read the letter over again, before stepping out of his room, and headed for the town circle. On his way there he noticed that most of the town was empty. Nopony was around, and he guessed that they had all gone to this party.

When at last he did get to the town circle, he found that his assumption had been right. The town circle was completely packed with ponies of different color and age. In the center of the circle was a sort of stage, with two ponies at a DJ record table, a male and a female. The music was upbeat and everypony was dancing to it. A little ways away was a table with different types of sweets on them. Starshadow moved towards it and saw that near the center were two different plates, one held a large pile of muffins, and the other had a bunch of cupcakes on them. Immediately Starshadow went for the muffins. He went to grab one, but instead grabbed the hoof of somepony who had gone for the same muffin.

Looking up Starshadow saw that it was Ditzy. Quickly drawing his hoof back Starshadow apologized. Ditzy saw who had grabbed her hoof, and blushed completely forgetting the muffin. The two stared at each other for a few seconds, both blushing. Thankfully the awkwardness was broken when a couple of mares walked over to them. One of them was Pinkie, who looked ecstatic at seeing Starshadow.

"You must be the new pony in PonyVille. I know everypony in PonyVille and I don't know you, so you must be new!" She said as she bounced up and down. "I hope you like the party I've thrown for you!" she said as if expecting him to say something positive.

"You threw this party?" he said as he checked the invitation again." So that would make you Pinkie Pie?" he said as he smiled, at her energy.

"Yep that's me, so who are you?" She asked beaming at him.

"I'm Starshadow." He said. A sudden gasp from behind Pinkie caught his attention.

A Blue Pegasus mare with a rainbow colored main and tail was freaking out as she silently shouted, "oh my gosh!" over and over again.

"Rainbow Dash, what's gotten into you?" A purple mare asked.

"Twilight, that's Lightning Flash's son!" Rainbow Dash nearly shouted as she began to breathe heavily in excitement.

Starshadow groaned to himself, he had hoped his name would not be recognizable, but of course his fathers name was so famous that his name became equally as famous. Starshadow in frustration grabbed a nearby muffin and took a big bite out of it hoping, that eating would help him think.

"Who's Lightning Flash?" asked a light brown pony with a straw hat on her head.

"He's like only the most famous Pegasus, in all of Equestria. He was the fastest Pegasus to ever take to the sky." Rainbow Dash said as she rushed to meet Starshadow. "What's your dad like?" she asked beaming.

"He's inconsiderate, and not very supportive." Starshadow replied with a sigh.

This caught Rainbow Dash of guard. She looked at him with a frown, but before she could protest, the light brown pony cut in.

"Well now partner, I don't know much about you, but your parents deserve your respect, no matter how bad they might be." She said a tone of disapproval in her voice.

"Okay girls, let's not judge, he is entitled to his opinion, even if we don't agree with it." Twilight said as she tried to calm the situation.

Turning away from the six mares that began to argue over him, Starshadow turned to Ditzy who was watching with mild curiosity. Starshadow inwardly sighed, when he had first met Ditzy he felt a little happy to have met her, she seemed nice, however, now that she knew who he really was, he was afraid the conversation would turn to his father. He would have to move on soon, and that was what he hated about himself.

For years Starshadow had lived in the shadow of his fathers fame, and while most ponies were nice to him, they really could care less about him, they simply wanted to know about his father, and so, in the middle of the night he would pack up his things and leave when the moon was highest in the sky.

This had been his way for the past few years, at first he would live a relatively peaceful life for a few months in a new town or city, but once his identity had been discovered, he would quickly move away leaving behind the ponies he had met. Now it seemed he would have to do it yet again, all he needed was a good reason to slip away from the party so he could pack his things.

"Hey Starshadow?" Ditzy suddenly asked causing him to sigh, it was already beginning.

"Yes?" he said with a rather harsh tone, Ditzy took no notice.

"How come I've never heard of your father, I mean if he's so famous, everypony should know about him right?" she asked her voice confused, yet her curiosity genuine.

Starshadow was taken aback by her statement. Yes the question was about his father, yet he had never had this question asked before, and while it was still a question he did not like, he was glad that it was not the usual questions he would get.

"Well my dad was a racing pony; he would compete in some of the biggest competitions in Equestria." Starshadow replied.

"Racing? That sounds lame, why would anyone want to race?" She asked the idea causing her to shake her head, which only seemed to make her lose her balance.

Starshadow saw her starting to fall, and he quickly rushed to her side, to help her right herself. Letting her fall against his side, she quickly regained her balance; however, afterwards they both blushed from the contact. Ditzy mumbled a nervous thanks, which Starshadow graciously accepted. The sound of her nervous voice causing him to grin, and giggle, she was kind of cute when she was nervous.

Suddenly Starshadow noticed that the bickering had stopped. Turning, he saw that the six mares were a little ways off watching them intently. A few of them smiling, Rainbow Dash looking confused, and Pinkie pie bunching up and down with a gleeful smile on her face. The sight was almost comical. Starshadow began to furiously blush. Mumblings a quick farewell he moved on.

Starshadow quickly exited the party area, and proceeded to head back to the inn, but as he walked he found that he was procrastinating, slowing down to take a closer look at something or stopping as he tried to remember something. When at last he did make it back to the Inn, he found that he could not bring himself to leave. He found no good reason to leave PonyVille, true word of his identity would soon spread, but that no longer mattered to him, strangely it was as if he no longer cared about them knowing.

Starshadow quickly came to the conclusion that he was tired of running away; he told himself that he didn't like moving from one town to the next, and so he decided that he was going to stay in Ponyville, if for only a little while longer. Sighing he remembered the party, which was still going on, the party was in his honor after all, and besides he had only eating the one muffin, and to be honest he was still hungry, no use in letting good food like that go to waste.

With a grin on his face, Starshadow quickly flew back to the party. Once there, he was immediately bombarded with questions about his father, and while they annoyed him to no end, he simply let them ask their questions. This was his night, and he wasn't going to let anypony bring him down. Ignoring them Starshadow enjoyed in the music and the food, and he even danced. Every now and then he would catch sight of Ditzy, who didn't appear to be enjoying the party as much as everypony else.

As the night dragged on, ponies began to go home to rest, and while Pinkie was particularly sad about the leaving ponies, she thanked everypony for coming and invited them to the next party she would be throwing. Starshadow found this pony to be highly enjoyable; however he suspected that most could only take her personality in small doses.

Suddenly Starshadow heard a crash; there was a scream of surprise, and then the sound of laughter. Starshadow moved towards the sound and found that Ditzy was standing in the center of a circle dripping with red punch, and the bowl over her eyes, she was the center of evryponies laughter, and while she appeared to be laughing it off with them, Starshadow could see that she was trembling. Comments like "stupid", "Moron", and "Derpy Hooves strikes again" reached his ears. Enraged Starshadow rushed to the aid of Ditzy, and began to yell at the other ponies for their cruelty.

"What's wrong with you all, can you all truly be so harsh?!" he yelled in a disapproving tone.

Immediately the chorus of laughter died down. Everypony began to shuffle their hooves clearly embarrassed at being scowled. Being famous had its perks. Ponies cared about what famous ponies thought of them, and to be openly scolded like they were being right now was a clear indication that they cared about what he thought of them.

"The parties over, everypony needs to go home now!" he said firmly.

At his words everypony began to disband as they headed for their respective homes, the only ones who didn't appear to leave, were the six mares he had met early, all of who were nodding their approval at him. Turning back to Ditzy, he took the bowl off of her head, and tossed it aside.

"Are you okay?" he asked his voice turning from harsh to kind in an instant.

"Yea, I'm fine, everypony was just joking" She said, trying to play it off.

"No they weren't. They were being cruel." He said gently. "Would you like me to walk you home? It's kind of cold out here, and you're drenched." Starshadow asked clearly concerned.

With that Starshadow walked Ditzy home. The walk was short, and Starshadow was a little disappointed when he left, but he had finally made up his mind about a very important matter. He was planning on staying in PonyVille for awhile.


	2. Finding a Job

**Finding a job**

**00000**

The next day Starshadow set out early in the morning. He had decided to stay in PonyVille, so in order to live there he had to make some money in order to get a house of his own, until then he would have to live at the Inn, but it was cheap, and he could always buy some of the cheapest food to keep him strong.

Starshadows first stop was the town hall. If anypony needed a job to be done, they would most certainly post it on a bulletin board in the town hall. As expected, there were jobs that needed to be done, however, most of these jobs were not permanent, and paid very little, however, Starshadow needed the money and so he looked through the jobs that needed to be done. As he read a couple of them, he noticed that one in particular seemed to be fairly easy.

Apparently a mare named Rarity was looking for a stallion for which she could use as a model for her clothing boutique. This job would be easy, all Starshadow would have to do, is stand around and let this Mare take measurements. Memorizing the address, Starshadow headed out for the clothing boutique. When he was sure that he had found the right building, he knocked on the door. A few seconds later the door swung open to reveal a little white filly standing in the doorway.

"Oh you must be here for the modeling?" The little filly asked

"Rarity?" he asked clearly confused, he had been hoping for someone a little bit older, who would be able to pay him with a decent amount of money, and not just from a piggy bank, that didn't seem right to him.

Before the filly could answer somepony called from the next room.

"Sweetie Bell, who is it?" asked a mare, she had a sweet and cultured voice about her.

"No clue, but I think he's here for that modeling add you placed!" Sweetie Bell yelled into the next room.

The sound of somepony quickly putting up equipment could be heard from the next room, the next second the door flew wide to reveal a lovely white mare, with a lush purple main and tail, and three gems on her flank. Starshadow immediately recognized her as one of the mares from the party last night.

"Oh my, I'm sorry I was expecting somepony else, anyways, how may I help you?" She asked clearly remembering him as well.

"Well this is embarrassing." He mumbled under his breath. "Actually I'm here for the modeling; I need some money to buy a house, so I'm working with what I've got." He explained.

Rarity beamed at him, and politely asked him to enter his house. Quickly hurrying him, upstairs, they entered a room. The room had a large bed with curtains. The rest of the room was filled with manikins, and different types of fabric.

"Oh, please excuse me, are you thirsty dear?" Rarity asked in a sweet voice.

"I could go for a glass of water" Starshadow replied not wanting to sound rude. Rarity seemed to beam at that and quickly turned to Sweetie Bell, who had followed them, upstairs.

"Sweetie Bell, could you be a dear and get our guest a glass of water please." Rarity asked, the little filly left the room, though she seemed none to happy.

"So should we get started?" Starshadow asked, a little uncomfortable with his current situation. It was clear that he was in Rarity's room, and she was a very pretty mare.

"Yes, let's do!" she said excitedly.

For a couple of minutes Rarity simply measured Starshadows body, mostly his front legs, and his upper chest. After which she quickly began to work with different types of fabrics, occasionally asking him, what he thought about some of the fabrics and their colors. When she asked him these questions, he tried his best to answer, though to be honest he was completely at a loss for words. He didn't know the first thing about fashion, and whenever he did answer her questions, she would appear dissatisfied with his answer.

When Rarity was unsure about some of the clothing, she would "ask" Starshadow to try it on and giver her, his honest opinion. Starshadow tried his best to be honest, though he did hold back a little bit, not wanting to hurt her feelings. The only thing he found unsatisfactory with wearing some of the clothing was, either the material was to rough, or to constricting, at which Rarity would quickly fix the problem. Sweetie Bell would peek in occasionally to watch, Rarity didn't seem to mind, and while she asked a lot of questions, Rarity never yelled at her, though she was very firm with the filly.

When at last Rarity was finished with her little project, she had Starshadow put it on and take a look at him in the mirror. Starshadow did as she asked, and at first he felt weird looking at himself in her mirror, which was outlined with gems and jewels, but when he finally looked at himself he saw that he looked fairly good looking in his clothing, expect his main and tail which were still a mess. Starshadow was wearing a suit which was a dark blue. The suit had fine buttons running up his chest and around the bottom of his hooves. The material while light, appeared to be very strong. It made Starshadow appear to be incredibly handsome.

"Well what do you think?" Rarity asked almost expectantly.

"This is great, the material is breathable, not to constricting, and it makes me look drop dead handsome." He said as he began to turn around and examine himself from the side.

Rarity seemed to beam at his statement. After removing the suit, Rarity quickly paid him thirty bits and as a bonus for "Being a good model" she allowed him to keep the suit. Starshadow quickly thanked her and made his way back to the Inn. After putting his brand new suit away, paying the owner of the Inn for the next weeks stay, and grabbing himself a quick bit, Starshadow found that he was down to five bits, which he quickly put away for safe keeping, before going back to the town hall to look for another job. The day was still young, and Starshadow still had a lot of jobs that he could do.

The next job that Starshadow took was at an apple farm, called "Green apples Acres", however once he got there he found that the mare who had placed the add was yet again another mare from last night. It was the brown pony.

Starshadow quickly explained his situation and they quickly came to an agreement. The mare, who introduced herself as Apple Jack, would pay him five bits and hour for the next three days while her older brother, Big Macintosh, recovered from an injury. Starshadow found that his job was to collect the apples around the farm and bring them back to the barn where they could be made into delicious snacks, and apple cider.

After a quick demonstration of how to get the apples down quickly, Apple Jack left Starshadow to do his job. At first he found the work to be hard, but after a couple of minutes he found that he could knock a lot of the apples down form the tree, the ones he didn't, knock down, he would simply fly up and collect them, When he filled a basket, his assistant, a little filly named Apple Bloom, would take the basket up to the Barn, and return to get a new one. Starshadow worked for about six hours, before Apple Jack told him he was done for the day. Before he left, as a sign of her gratitude, she gave Starshadow a jug of apple cider along with the thirty bits she owed him.

Again thanking her, Starshadow made his way again back to the Inn, and quickly deposited the apple cider, and hide the money he had earned. Despite him being a little worn out, Starshadow was still not finished, again heading out for the town hall, Starshadow quickly took another job, this time for construction. While Starshadow was not particularly good with tools, he was strong and would be best for transporting materials.

As he headed out for his job, he noticed Ditzy, flying around as she delivered mail. A moment later she landed. Starshadow was curious as to how she was holding up, since last night. Deciding that the job could wait, Starshadow called out to the mare, who instantly looked around confused. Seeing Starshadow, she blushed, but thankfully he was to far away to see it. When he got to her he noticed that her grey coat had a small tint of red to it.

"Hey I just wanted to know how you've been?" he asked, as he smiled at her. Ditzy turned her head away from him, letting her mane cover her face.

"I'm f…fine. Th...Thank you f...for last night." She replied, her nervous behavior baffling to him.

"That's good to hear, you seem like to nice of a pony to be treated badly." He said as he smiled. His smile was infectious, unlike Pinkie Pie's, who was mostly good cheer and fun, Starshadow's smiles, were warm, and comforting. For some reason, the sight of him was enough to put her in a somewhat better mood. "Nopony's making fun of you are they?" he asked seriously.

"N…no everyponys been nice to me today." Ditzy replied as she faked a smile. Truth be told some pony's had been making fun of her coat, and she tried to ignore it but it was hard, because Nopony respected her.

"Good, because you're the only friend I have right now, and I don't want to see you sad." He said matter of fact. His brash statement caused Ditzy to look up in surprise, a light blush evident.

"You think we're friends?" Ditzy asked confused yet slightly happy.

"Course we are, why wouldn't we be?" He said as he flashed another smile. "Look I can't talk for much longer, because I have a job to get to, but if you want, we can hang out later when I'm done."

Ditzy nodded vigorously. Nopony had ever wanted to hang out with her, truth be told she was a little wary, thinking it was some kind of trick, but Starshadow seemed to nice to pull something like that, and try as she might she couldn't think of a good reason, not to hang out with him. Smiling Starshadow headed off for his next job, Ditzy on the other hand had already finished her mail route, and so she quickly headed for home.

Once home Ditzy began to ready herself for her date. _"No, not a date, just hanging out."_ She quickly told herself, she barely knew this stallion, and he barely knew her, and besides he specifically said "hanging out". Ditzy quickly hopped into her shower, and cleaned herself before stepping out and brushing her mane and tail.

She quickly moved to her living room, and waited for Starshadow to arrive at her home, but before he did, she quickly realized something. _"What do friends do, when they hang out?"_ she asked herself. She had never hung out with anypony before, and was a clueless. Ditzy began to panic, she didn't know what she was going to do, what if she hung out wrong, and Starshadow didn't want to be friends anymore.

Ditzy began to pace around her house, knocking things over in the process. Quickly checking the clock, Ditzy decided she was going to bake some muffins. Baking muffins always seemed to help calm her nerves, and she could think better with the smell of muffins in her nose. Moving to the kitchen, Ditzy began to bake muffins.

Ditzy made all sorts of muffins, she made daisy muffins, banana muffins, blueberry muffins, and all sorts of other muffins. The actions had become natural to her, and Ditzy found that out of all of the rooms in her house, the kitchen was the one she was most comfortable in, mostly because she had spent so much time in this room, that she had gained a kind of sixth sense, she knew everything that happened in her kitchen, and could find everything she needed, and she never knocked anything over in the kitchen, never even came close.

A sudden knock at the door, startled Ditzy out of her trance like state. Looking at the clock she found that she had been cooking muffins for two hours straight. Quickly surveying the room, Ditzy realized she had basically baked herself an entire bakery's worth of muffins. Another gentle knock on the door pushed the Pegasus into action. Running to the front door, while bumping into stuff, she threw the door open, to reveal Starshadow, standing patently.

The smell of muffins hit his nose, in a wave, the smell causing him to moan in glee at the smell. Starshadow loved muffins, not as much as Ditzy though.

"Starshadow…hey what's up?" she asked a little out of breath.

"We were going to hang out after I got off of work, remember?" he asked not at all mad. "Are you baking muffins?"

"What, oh yea, sorry I got a little…nervous, so I baked some muffins." She explained a look of embarrassment on her face.

"Cool we can eat some while we hang out." Starshadow said as he took another deep breath. "Mind if I come in?" he asked hopefully.

"Uh, sure." Ditzy replied a little hesitantly as she stepped out of the doorway to allow him inside.

Starshadow immediately headed for the kitchen, as he followed his nose to the source of the muffins, however, when he entered the kitchen he stopped dead, as a look of amazement washed over his face. The counters were nearly covered with plates stacked high with muffins, each of a different color and smell. Ditzy saw his look and looked away in embarrassment again.

"You baked all these by yourself?" he asked clearly astounded by the amazing feat.

"Yea, I kind of got carried away." She replied in a small voice.

"Well they look and smell great." Starshadow commented. "Would you mind if I tried one?" he asked a little shyly.

Ditzy looked a little surprised but nodded. Starshadow quickly made his way around the room as he examined the different types of muffins, unsure which one he should eat. Unable to decide, Starshadow closed his eyes, and reached out blindly for a muffin. Feeling one, Starshadow quickly took a small bit out of the muffin, and instantly his mouth was filled with the taste of pumpkin. Quickly swallowing, Starshadow shoved the rest in his mouth and chewed happily. Turning back to Ditzy, he smiled, and swallowed before speaking.

"That was delicious!" Starshadow praised. Ditzy quickly looked up in surprise. Nopony had ever told her, her muffins were good, but then of course Nopony ever tried her muffins in the first place.

Ditzy smiled at Starshadow, as she fought back tears, for some reason this stallion made her incredibly happy. He was so nice, and he cared about her, and they barely knew each other. Ditzy had never had any close friends before, but she now understood why everypony had at least one friend. She didn't care if she never made another friend in her whole life, she was content to have him as her friend.

"Come on, let's grab a few and head out." She said as she brushed past him and grabbed a bag to carry the muffins in.

The two quickly loaded up a dozen or so muffins, of different flavors, and the two headed out to PonyVille, uncaring where they ended up.


	3. Growing affection

**Ok so everypony who has read the first two chapters probably know by now that I am in fact a Brony. This does not mean that I am going to stop writing Spyro fanfictions, quite the opposite, but I will eventually take a break from writing Spyro based fanfictions. **

**Also to those of you out there would like to complain about Ditzy (A.K.A. Derpy hooves) I chose the name because I liked the name and originally when Ditzy was introduced into the series she was a background pony, but was later introduced as Ditzy Doo, a dim witted Pegasus pony. Furthermore if you would like to complain do so by PMing me, do not flood my review box with hateful reviews.**

**Now this story is just a test of mine to see the kind of reaction I get from both my faithful fans, and people just looking for stories.**

**Also I do not know if Dinky Doo belongs to anybody personally, and if so I am so sorry for not asking for permission in advance, and I hope you will forgive me. The reason I am so unsure about Dinky Doo, is because I have seen her in fan fictions, and I have seen her in Derpy's Christmas, and I have not been able to find any solid information on her, besides that fact that she is an orphan, and Ditzy want's to adopt her.**

**I do not own any of the characters except for Starshadow, also Starshadow in no way relates to my personality, the only reason we share a name is because I came up with his name and decided that I liked it so much that I put it as my pen name. also sorry Avimus if me being a brony was a little unexpected.**

**Growing affection.**

**00000**

When first Starshadow had come to PonyVille he was only passing through, and he was hoping to quickly move on, after a few days or months, but now that it had been almost a year since his arrival, he couldn't bring himself to leave. Since he arrived he felt a small affection growing inside of him. He found that he loved PonyVille. He loved the ponies here, and the food, and the good spirits, and over the months he had made a name for himself.

Starshadow had never found himself a permanent job, and so each and every morning he made his way to the town hall and he would take the jobs that needed to be done. This had gained him the respect of the town, and everypony came to him when they needed help with something. It was because of this that the ponies had begun to call him reliable. Of course not all the jobs he did were successful, and sometimes he ended up failing miserably, though he was still paid, and his employer would almost always apologize for asking him to do a job he was unable to do.

Out of everything he loved about PonyVille there was one thing in particular that he loved almost more than anything else, and that was Ditzy muffins, but what he loved the most was the grey Pegasus mare herself. He had noticed it, on the day of the running of the leaves. They had gone to watch as the ponies ran with the falling autumn leaves, it was during this time, that Ditzy had laid her head on his shoulder.

At first he didn't notice it, but after a few seconds, the smell of muffins, which always followed her around, filled his nose. Looking down he had seen her with her head on his shoulder. Instantly he realized why he had wanted to stay in PonyVille. Ditzy was the reason he loved this town so much, because she lived here. She never let anything get to her, and always took things in stride, and he loved her for that, she was so strong, but she was also fun, and loving, and whenever he was around her, he felt his chest swell, and he was always in a happy mood when he was around her.

The moment of happiness was quickly broken when Ditzy realized what she had done, and promptly removed herself with a blush and a nervous "sorry". This saddened Starshadow, he had no idea if she loved him or not, and he didn't want to make a fool out of himself, and so he stayed silent, content just to be near her. However, as the days turned to weeks, and the weeks into months, Starshadow felt a need for something more. Once his love had been realized it slowly started to grow, and no longer was he content to just be around her. True he was happy to be around her, but he felt like something was missing, of course he knew what was missing, but his fear of rejection was too great.

Ditzy on the other hand was feeling the exact same feelings. She to loved Starshadow, because he was the first pony to ever truly care for her. He never made fun of her, and never told her any of her ideas were stupid, or told her she was wrong. She loved the fact that he always made time for her, though he was usually tired because he worked everyday. It made Ditzy sad to see him tired, yet he somehow always found the energy to have fun with her, whether it be chasing each other, or simply running around PonyVille.

She, much like Starshadow, was no longer content with being around him, but she had no idea how he felt about her. Though she was not as afraid as he was, and would drop subtle hints from time to time, making comments about Hearts and Hooves day, and about not having a special somepony, however, she had no idea that it was these hints, that caused Starshadow distress. When she said these kinds of things it would often make him think, that she didn't see him as her special somepony, this in turn would cause her to think he was uninterested, because he would put up a façade of sympathy for her, instead, as she had hoped, of asking to be her special somepony.

Ditzy would often ask Pinkie Pie, what she should do, but Pinkie's idea of telling Starshadow how she felt, was to throw a big "I love you Starshadow" party, while this was not a particularly bad idea, Ditzy didn't feel like broadcasting this bit of information to all of PonyVille, plus if Starshadow didn't feel the same way, not only would the party be a big waste of time, but it would also be a reminder of her loneliness. Ditzy didn't think she could handle getting rejected like that.

Despite the troubles the two ponies faced, they would soon forget it all, because today was Nightmare Night, and everypony was finishing up the decorations, Starshadow included. Nightmare night was a particularly special holiday for the inhabitants of PonyVille, because it had now become tradition for Princess Luna to join the celebrations, after all it was a holiday dedicated to her, but Starshadow didn't much care for that, so long as he got to spend the entire night with Ditzy.

Starshadow had already picked out his costume a week in advance; he had decided to go to the party, with a black cloak covering his face making him appear to be scary and intimidating, but what was under the hood would cause most ponies to be wary. Under his hood Starshadow had painted black rings under his eyes, making him appear to be tired, a pair of fake plastic fangs jutted from his upper jaw, and small trails of fake blood trailed down his face. Ditzy wouldn't tell him what she was going as, but Starshadow could wait a little while.

When at last the night had fallen, and everypony was now running around, as they rushed from house to house, trying to get as much candy as possible. Starshadow quickly headed for Ditzy's house. As he passed the many different ponies, who wore frightening, and silly costums, he could not help but laugh, as they all gave him their greetings, in a casual tone.

When Starshadow reached Ditzy's house he knocked softly and waited patiently. A moment later the door opened, but there was nopony standing on the other side. Quickly looking down, Starshadow saw a small filly, with a pale purple coat. She had a pink pirate captain's hat on her head, and a cute little pink female pirate's costum, with a long and thin cutlass which appeared to be made out of some sort of strong plastic. The little filly looked up at Starshadow.

Due to his hood being up, Starshadow's face was covered, but the light from the inside of the house light up just enough of his face, to reveal the black paint under his eyes, and his silver eyes, which glowed silver in the candle light. The Filly took a single look at Starshadow, before screaming, as she shut the door. Starshadow was confused, and so he knocked again, this time making sure to remove his hood.

A moment later the door opened and Ditzy stood there, in her costume. She wore a large brown leather trench coat, with a dusty cowboy hat on her head. There were two holes on either side of her upper back to allow for her wings to fit through, and she had allied some face paint to make her face appear weathered and scared. Starshadow looked at her in amazement, and had it not been for her sweet golden eyes, he might not have recognized her.

"Would you mind if I asked what you're supposed to be?" Ditzy asked as she giggled the sight of him.

"I'm a vampire pony!" he objected clearly upset that she didn't like his costume.

"Is that supposed to be scary?" She asked as she continued her fit of giggles.

"Well that little filly thought I was scary." Starshadow defended himself.

"Who Dinky? Of course she was scared, she's a filly." Ditzy replied as she busted into light laughter.

"Fine if you don't like my costume, then I guess I should go and change." Starshadow said playfully, as he pretended to leave.

Ditzy laughed and quickly dragged him inside her house. Inside, Starshadow saw the little filly named Dinky in the corner staring at him, wary of him.

"So Ditzy, you ready to go then?" Starshadow asked, as he gave the small filly a questioning glance before focusing on Ditzy.

"Yea, I hope you don't mind, I agreed to bring Dinky along with me." Ditzy said as she gestured to the small filly in the corner.

"I don't mind. Who is she, a sibling?" Starshadow asked as he eyed Dinky, looking for similarities between the two.

"No she's from the local orphanage, but one day I'm going to adopt her, I just need to raise the money first." Ditzy said as she moved to Dinky's side and spoke calmly to her. "Dinky this is my friend Starshadow, go and say hi."

Hesitantly Dinky moved towards Starshadow and spoke in a small and slightly scared voice. "Hi, I…I'm Dinky Doo."

Starshadow instantly liked this little filly, she had a sweet voice, and while it was masked in fear, he could tell she was a very energetic filly. Wanting to calm her fears of him Starshadow bowed to the filly and spoke as if he was speaking to royalty.

"Miss Dinky Doo, it is both an honor and a Privilege to meet you." Dinky smiled at this, and it appeared that she was beginning to relax a little, though she still eyed him warily.

Lifting his head, Starshadow saw Ditzy beaming at him, in approval. The look she was giving him was beginning to melt his heart. He smiled back at her, though he was unaware that he was staring. Her costume, while odd for someone of her personality, was actually quite cute on her, the leather coat too big for her and the hat constantly falling in her eyes.

"Starshadow!" Ditzy raised her voice, catching the stallion off guard.

"Uh, yea, sorry what did you say?" He quickly said a little embarrassed, at being caught staring at her.

"I said are you ready to go?" Ditzy repeated a little annoyed.

"Yea, let's get out there and get Miss Dinky some candy, Shall we?"

With that, the three left Ditzy's house. The trip into PonyVille was quick, and when they got there they saw, that everypony had dressed up for Nightmare night. The mayor of PonyVille, was up on stage, welcoming everypony to the annual Nightmare Night celebration. She was giving a speech. No sooner had mayor mare finished, the sky became alight with lightning and the sound of thunder rang out throughout PonyVille.

The clouds began to swirl creating a small opening in the center of the large mass of cloud. Suddenly another burst of lightning, rocked the sky, and through the hole in the clouds, a chariot descended from the sky, pulled by to dark stallions. In the chariot, stood the princess of the night. Gasps of fear sprang from the assembled ponies, as Princess Luna was in the form of Nightmare Moon. As she neared the ground, she began to laugh evilly. When at last the chariot had landed, Nightmare Moon stepped out from the back and moved to the stadium, the crowd of ponies moved from her path.

Stepping up on the stadium, the Princess overlooked her subjects before speaking, her voice cold and harsh. "Another year has passed, and again I find that the ponies of PonyVille celebrate this night, however, in the past you have appeased me by bringing me a small bit of your candy as a peace offering, and so I let this night continue." Nightmare Moon said her voice a cold whisper.

Suddenly there was a bright flash of light, causing everypony to avert their eyes. When they turned back to look at the stage, the found that Nightmare Moon was gone and instead stood Princess Luna, her starry main and tail flowing in some invisible wind.

"So let the night's festivities commence!" She shouted her voice much warmer, and kinder than it had been a moment ago.

With that the ponies cheered and ran off to play some of the games that had been set up. Starshadow and Ditzy mostly followed Dinky around, as she rushed from house to house getting candy, all the while Starshadow and Ditzy talked, while keeping a close eye on the little filly. When at last the small filly returned to Ditzy, she asked to play some games, to which Ditzy quickly agreed to. Starshadow wanted to follow, but felt that Dinky still had her fears of him.

Sighing the stallion watched from a distance. Suddenly something caught his eye. Turning Starshadow saw the Princess of the moon as she played games with the ponies, and occasionally frightened some of them; the end result was their laughter. Suddenly an idea came to Starshadow, quickly looking at Ditzy and Dinky, Starshadow slipped away as he quickly approached the Princess.

"Princess Luna!" he called out, respectfully. The Princess looked to him, and smiled at his choice of costume.

"It is fitting a creature of the night should seek me out don't you think." She said jokingly, causing a small giggle to escape her.

"Princess, please I have a favor to ask of you." Starshadow replied ignoring her joke.

"If it is within my ability then I shall help you." She said taking on a note of seriousness.

**00000**

Ditzy and Dinky, had finished their current game, and Dinky had gone off to go bobbing for apples. Ditzy quickly looked around to find Starshadow, but he was nowhere in sight. Going as far as she could without losing sight of Dinky, Ditzy began to call out for Starshadow. As the crowd moved, Ditzy caught sight of Starshadow, who was talking to Princess Luna. The princess was smiling and nodding her head, in agreement.

Ditzy was confused, but she didn't have time to wonder what was going on, before Starshadow broke away from the princess and returned to where he had last seen Ditzy. Ditzy quickly called out to him to get his attention. Once he spotted her he quickly moved towards her, and greeted her with a smile.

"What was that about?" Ditzy asked confused.

"What, with the princess? I was waiting for you and Dinky to finish your game, and the princess came and greeted me, so we began to talk." Starshadow said casually, as if it were nothing special.

Ditzy eyed him curiously, though he didn't appear to be acting strange. Deciding to brush it off, Ditzy took his word for it, and the two quickly returned to Dinky, who had just won an apple, and was eating it happily. Starshadow Ditzy and Dinky continued to move around the town participating in games. When at last the celebration started to whine down, Starshadow, and Ditzy lead Dinky to the edge of the Everfree forest, where they would give an offering to Nightmare moon.

Dinky grew scared as they left the light of the town, and it was clear that she didn't want to be here. Rushing to the statue of Nightmare Moon, Dinky quickly dumped out a small offering of candy and quickly began to return to Ditzy, however a sudden gust of wind caught all three of their attention. Quickly turning they saw Nightmare Moon standing where the statue had been, an evil laugh coming from deep in her throat.

"Little filly, I have been watching you, and sadly you are the last to give up your offering. This would not be a problem, had it not been that midnight has passed, and therefor Nightmare Night is officially over." She said as she slowly approached the little filly, who was slowly backing away in fright. "Your offering is late, and as your punishment I think I shall have you for a snack, instead."

Dinky was whimpering as she clung to Ditzy's leg fearfully, however, before Nightmare Moon could advance any further, Starshadow stepping in her way blocking her view of the young filly, a look of utter determination on his face. Seeing Starshadow moving in her way, Nightmare Moon reared back in surprise, but apoun inspecting him closer she laughed.

"You cannot defy me." She said a sinister amusement in her voice.

"Leave her alone!" Starshadow shouted anger in his voice.

The two stared at each other, before Nightmare Moon lunged at him. Quickly dodging, Starshadow took to the sky and dive bombed Nightmare Moon, however she stopped him in midflight with her magic, and quickly sent him flying into a tree. Thinking the battle won, Nightmare Moon slowly began to approach Dinky again, however, something smacked into her from the side, causing her to fall to her side. Nightmare Moon did not get up and so Starshadow ushered Ditzy and Dinky away, Dinky taking a quick look at Nightmare Moon, however Starshadow made her face forward, he himself looking back just as Nightmare Moon vanished in a puff of smoke, and Princess Luna, walked out from behind a tree a smile on her face. Starshadow mouthed a quick thank you before returning his attention to walking Dinky back to the orphanage.

When Dinky had calmed down and agreed to go to sleep, Ditzy quickly read her a story to help her fall asleep. When the filly finally drifted off, Ditzy thanked the owner of the orphanage for allowing her to take Dinky. With that she and Starshadow left as he quickly led her home.

"You put on quite the show." Ditzy commented casually as they walked.

"I have no idea what you're talking about." Starshadow said a smile on his face.

"Well thank you, for whatever it was that you did." Ditzy said as she planted a small kiss on his cheek. Starshadow blushed, but continued to walk.

When Starshadow neared the Inn, he said a farewell to Ditzy; however, she stopped him before he could leave.

"Hey, we didn't get to hang out as much as I hoped; my attention was focused on Dinky." She said a little hesitantly.

"That's okay, I still enjoyed myself, I think Dinky might like me." Starshadow laughed.

"Well if you want, you could spent the night at my place, I mean, I'm sure I have better food than where you're staying." Ditzy replied in a small voice, a light blush on her face.

Starshadow nearly jumped up and down in joy. He didn't plan on doing anything with Ditzy, not until he was sure his feelings would be returned, but the fact that she was asking him to stay at her place, was causing him to lose control, of his thoughts. His mind was a jumble of feelings and warnings, but no matter how many lame excuses he thought of to tell her why he couldn't, they never seemed to be a good reason, and eventually Starshadow said sure.

With that the two left for Ditzy's house. Once inside the two quickly removed their costumes, and Starshadow took a quick shower in Ditzy's bathroom. Finding a bottle of shampoo that smelled like Ditzy, Starshadow began to clean the makeup from his face, and washed the dirt from his coat, unfortunately he used up the last of it. Quickly rinsing himself, he stepped out of the shower and dried himself off, before going to find Ditzy, his main and tail, weighted down from the water, making him appear unusual, yet slightly more handsome. Finding Ditzy in the kitchen, he quickly grabbed her attention.

"Hey Ditzy, sorry but I kind of used up the last of your shampoo." He said as he moved towards her to see what she was doing.

"Oh, that's fine, I have more, I always forget to buy more when I get close to running out, so I end up buying a lot all at once." She said as pulled out a box of oats from the cabinet, which was nearly empty.

"Making more muffins?" he asked a little surprised.

"Well, while muffins would be good to have, I don't have the ingredients to make them, besides it's too late at night to do that." Ditzy sighed.

"Oh, well if you want we can go buy the ingredients you need tomorrow." Starshadow said in a cheerful mood.

"I can't, I've been running low on money. Lately I've been losing more letters and packages than usual, and I have to pay out of my pocket to replace what I've lost." Ditzy sighed as she poured herself a bowl of oats.

"Don't worry about the expenses; I'll pay for it all." Starshadow replied as he moved to stand next to her.

"No, I can't let you do that, you still haven't bought yourself a house!" Ditzy said, her voice rose in outrage.

"And I can't sit and watch as my friend starve!" Starshadow replied his voice equally as stern as hers.

"Why would you do something like this for me?" Ditzy asked a little hopeful for his answer.

"Ditzy, have I ever told you what my cutie mark symbolizes?" Starshadow asked as he sighed from frustration.

"No, you never liked to talk about it, why?" She started curiously, a little disappointed that he was avoiding the question.

"I have always tried to escape my father's name, and so whenever anypony ever found out that I was his son, I would leave in the dead of night, and I would never return. It was not until the fifth or sixth time that this had happened to me, that my cutie mark appeared, and I instantly knew, my greatest skill…was running away" Starshadow replied sadly.

"What does this have to do with anything?" She asked a little frustrated.

"When Rainbow Dash recognized who I was, it was obvious that my name would travel through PonyVille, and everypony would soon know who I was. That night at the party, when I left for a little while, I was headed back to the Inn, to pack my stuff and leave." He continued ignoring her frustration.

Ditzy looked shocked, and she was suddenly grateful to have him here now, though she still wanted her question to answer, and it appeared that the only way to get that answer was to listen to his story.

"On my way back, I found myself stalling, and when I finally did get back to the Inn…I couldn't pack my things, I couldn't bring myself to leave PonyVille." He said as he looked her in the eyes pleading her to understand what he was saying.

"Why did you stay?" She asked curiously as she stared into his eyes, both excited and somewhat hesitant to hear his answer.

"I stayed…because I instantly fell in love with the town, with its ponies, with its foods, but mostly I fell in love…with you."He said as he smiled up at her finally relieved to be free of his burden.

Ditzy blinked completely stunned. She had always hoped he would say something like this, but now that he had, she couldn't believe it, it was like her greatest dream was coming true, but she was unprepared for it, and so it felt like she was being suffocated by her emotions. She was so happy at the moment, but she was also angry, angry that he had not told her sooner, angry that he had caused her so much grief about how he felt towards her. In a few short strides she moved close to him, and laid her head on his shoulder. His breath on the back of her neck was warm and it sent shivers of delight down her spine.

Starshadow looked surprised at first, but he quickly accepted her embrace, he had always wanted to be this close to her ever since the running of the leaves, and now that he was his basic motor skills were shutting down. He lowered his head, until his nose was buried in her mane. Taking a deep breath, he smelled the familiar scent of muffins, which seemed to always follow Ditzy around. Smiling, he took comfort in her scent.

Ditzy quickly raised her head looking at Starshadow, with tear filled eyes, Immediately Starshadow began to fear, that she was upset with him, he began to wonder if she didn't feel the same way, and was crying because she was about to break his heart. Doubt crossed his face, and Ditzy saw this, she instantly knew what was bothering him, and she felt bad for making him feel sad. Quickly wanting to fix the situation, Ditzy brought her face close to Starshadow's and before the stallion knew what was happening, she kissed him.

**00000**

**Cliffhanger! Yea ok so sorry but I just wanted to get this one finished. I wanted to get this done today, and I found myself constantly deleting and rewriting things in this. Finally I decided on this ending and thought yea this will work.**

**Anyways all you bronies, I would love to hear from you, criticism is always welcomed, so long as it is done in a respectful manner**


	4. The notice

**Ok so here it is, the next chapter in two lonely souls. Enjoy.**

**Disclaimer: I do not own any of the MLP cannon characters I only own my OC Starshadow.**

**00000**

**The Notice**

It had been nearly a month after Nightmare Night, and while the secret was finally out, Starshadow and Ditzy, remained friends. It was a shared feeling between the two, because they didn't want to rush into anything, though this did not stop the two from sharing intimate moments. Whenever they got the chance the two would share a small kiss, on the cheek or a warm hug.

Their behavior towards each other did not go unnoticed, and soon they were the talk of the whole town. Many ponies were surprised that the son of a famous stallion could fall in love with a mare so "dim witted" as Ditzy, and many would brush the news off as just gossip, though most of PonyVille was happy for the two, and Pinkie Pie, insisted that she throw them a party in celebration of their love. Despite them being uncomfortable with the whole idea of announcing their love, the two eventually agreed, because as everypony knew, you could never say no to Pinkie Pie.

The party was held at Ditzy's house, and was decorated in a bright pink color, with pink and purple hearts around the whole house. Pinkie, who was a master of coming up with party games, had decided that nopony should leave the party without a special somepony. She had created a game where ponies would throw bits of paper into a box, on these pieces of paper had the things that each pony liked. Then each pony would reach in and grab a random piece of paper. If they liked the same things, they would keep the paper, if not they would grab another until the found the same interests, then they would have to figure out who that paper belong to.

The idea was a great conversation started, and more than a few ponies who participated left with somepony. The other games that Pinkie Pie had brought were tones of fun as well, and everypony had a good time. When at last the party had died down, Pinkie Pie, and her friends helped clean up the mess that was left behind. Though Rainbow Dash was beginning to nag Starshadow, as she pestered him with questions on how fast he was compared to his father, and while Starshadow was polite to her, she eventually flew off, when she sensed his annoyance towards her.

That had been about two weeks ago, and Starshadow couldn't help but laugh inwardly to himself as he remember some of the ponies there who had gotten a little out of hand as they tried to get random mares and stallions to kiss them. Truly it was a party to remember, but he wanted to forget about everypony else for just a few hours, right now he was waiting for Ditzy to get here. Starshadow was at the edge of town, he had decided to take more days off so that he could spend them with Ditzy. Today was the first day he had not worked since Nightmare Night. Starshadow had planned a nice day with the grey mare, where they would lazily fly around PonyVille, and its surrounding territory, which would end with a nice little picnic on a large hill that overlooked the setting sun.

It was taking Ditzy forever to get here and, Starshadow was starting to worry about her, but he quickly corrected himself, she may have a sight problem, but she was perfectly capable of taking care of herself. She would be here any minute, he just knew it.

**00000**

Ditzy was currently in her kitchen, busy making a special batch of muffins that she was planning to have at the picnic Starshadow had planned for the day. She was whisking the batter in a hurry trying to get the batter finished as fast as possible so that she could put them in the over and get along to Starshadow. She was so concentrated on whisking that she didn't hear the banging on her door.

"Yes!" She shouted in excitement as she finished the batter, and began to pour it into several muffins trays. While she waited for the batter to bake she began to pace around her kitchen as she watched the batter rise. Snorting in frustration she waited another twenty minutes, before the muffins were finally finished. She quickly took them out in excitement and quickly placed them on a plate. In her excitement she ran out the door and quickly headed for Starshadow, unaware of the slip of paper nailed to her door.

She got only halfway to the place Starshadow told her to meet him at, when she suddenly remembered that she had left the muffins in her kitchen. Yelling in frustration, Ditzy quickly turned and flew as fast as she could back towards her house. She nearly lost her way several times, and had to slow down on several occasions, but when at last she made it back to her house she quickly landed and trotted towards her front door. At first she didn't notice the paper stuck to her door, but as she got closer she noticed it and looked at it in confusion.

Moving closer so she could read it better, she saw that at the top of the letter in bold red lettering, which read "Eviction Notice". Ditzy looked again to make sure she wasn't seeing things, but sure enough it was true, she was being evicted. Ditzy couldn't believe it. Quickly scanning the note she found that she had three months to collect her things and leave, before she was forcefully removed. Ripping the notice from her door, she scanned it again and again, as the realization hit her full force.

Anger washed up inside of her, but another emotion much stronger emotion washed up inside her. She was beginning to cry; as she thought of all the happy memories she had in this house, then she thought of all the happy times she would never have. She thought about Dinky, she had wanted to adopt her so badly, but she was so far in debt now, that she would never get to adopt her, and she couldn't ask Starshadow to help her, he was having trouble getting a house of his own. As her grief grew, she ran into her house, where she began to pace, before suddenly snapping and tossing things. She began to tip things as her anger finally surfaced. Ditzy was not a violent pony, and she never got this angry, but she had been pushed to far, what with everypony calling her "Derpy Hooves", and making fun of her, She couldn't take it anymore, she felt like she was being picked on.

**00000**

Starshadow was now watching as the sun started to set. Sighing, he took to the air and headed for PonyVille. Once he was in the town center, he quickly landed and began to ask around town, however, nopony had seen her in quite some time. Finally in frustration, Starshadow decided to check her house. When he arrived he saw that the door was slightly open. Putting his ear to the door, Starshadow could hear, crying from within. Pushing the door open slightly, he peeked inside and was caught off guard. Ditzy's house was a complete mess.

The furniture had been tipped, and picture frames lay on the floor broken. Various items lay on the ground, some on their side, while others lay cracked and falling apart. Pushing his way inside, Starshadow moved around wondering what had happened. As he moved further in, he began to hear the faint sound of crying, immediately worried Starshadow followed the sound as best he could. The crying led him up the stairs, where he found Ditzy laying on her bed. Starshadow immediately rushed to her side.

"Ditzy?" he asked worry evident in his voice. The grey Pegasus mare stifled her crying for a few moments before she continued again.

Moving to her side, Starshadow laid a wing over her body to try and comfort her. He ignored his surroundings as he focused all his attention on Ditzy, who seemed to cry harder at his touch.

"What's wrong?" He asked in a soothing voice. A brief pause from Ditzy as if she were trying to decide something.

"I lost the muffins!" She bawled as she tried to turn away from Starshadow.

"What?" he asked confused as he let her turn away from her. Starshadow knew she loved muffins and she had cried on several occasions when a muffin of hers had been ruined, but she was overreacting this time and Starshadow couldn't figure out why.

"I baked special muffins for our picnic today, and I lost them!" She lied, she had forgotten the muffins, but that was not why she was crying, though she would never tell Starshadow the real reason, she didn't want to worry him especially after everything he had ever done for her.

"Ditzy, I don't care about the muffins, I wanted to spend the day with you, I can't say I understand why your so upset, but I love you for you not your muffins," He said as he tried to defuse the situation with a little laugh. Despite his efforts Ditzy would not be calmed.

It was just starting to get dark out when Ditzy finally fell asleep. Sighing in confusion Starshadow quickly left her house, completely forgetting about the ruined house. He began to ponder over her actions. The damage to the house could have been her searching for the muffins she had lost, and her being upset about losing special muffins that she had baked for a special occasion was easy to understand, but this was worse than lost muffins. Ditzy never bawled like that over muffins. Starshadow would never peg Ditzy as a liar, she always wanted to make ponies happy and she tried to be as honest as possible without being rude, but this was not about being polite. Starshadow couldn't help but feel like she was holding something back from him, he just couldn't figure out what it was.

Suddenly he felt himself bump into somepony. Looking up embarrassed, Starshadow apologized, only to find himself looking at the richly decorated Filthy Rich.

"Starshadow my good colt, I must ask you to watch were you're going." Filthy said in a disapproving tone as if he were talking to a misbehaving child.

"Sorry Mister Rich, my mind's been wondering, I don't know what I'm going to do." Starshadow commented as he flashed an embarrassed smile at the stallion.

"Oh, yes I am sorry to hear about you and Derpy's misfortune, and I do hope, you will not harbor any hard feelings towards me." Filthy said his voice apologetic. The mention of Derpy as Ditzy's name sparked a little ember of anger inside of Starshadow

"What do you mean?" Starshadow asked deeply confused by the change in subject.

"Well I thought you knew, it's been widely known that I've wanted to purchase Derpy's house for quite some time, and well I'm afraid to say that with her soon to be evicted I will have my chance." Filthy continued, his tone holding no guilt in what he had just said.

"Evicted?! What are you…?" Starshadow started before he put two plus two together. If what Filthy was saying was true, then that meant that Ditzy had in fact lied to him, probably to protect him from worrying about her.

A quick look at Filthy flared an intense hatred, though Starshadow hid it well and spoke in a polite voice as if nothing were wrong.

"Well, I'm sorry to say but you won't be getting _Ditzy's_ house if I can help it." Starshadow said before he trotted off leaving the rich stallion to look on ahead, unable to say anything else on the matter.

Starshadow quickly rushed back to Ditzy's house. Once there, he quickly used the key Ditzy had given him to get inside. Again he was met with the sight of a destroyed living room. Starshadow sighed as be began to look through the rubble to see if he could find an eviction notice, however he found that the mess was too big for him to simply shift around. Sighing again he knew he would have to clean it up in order to find what he was looking for. Quickly getting to Work, Starshadow began to clear away the trash, throwing away what was broken, and replacing what had been thrown around, back where he remembered them being, all the while looking at the papers he picked up.

While the house was a mess, Starshadow was fast when it came to cleaning things up, and it only took him about an hour or so to get most of the living room in order. Finally he found the piece of paper he was looking for, which had been lying underneath a broken vase. Quickly scanning the paper, he too learned that Ditzy only had a small amount of time to get her things in order.

Starshadow couldn't help but feel angry, and without thinking he knew he had to help her, but it wouldn't be easy, Ditzy was the type of pony who didn't like to get a lot of help from others, it was all about proving she was capable of doing things by herself, But if what he was reading was correct Ditzy owed the tax collectors over fifty thousand bits. As much as Ditzy wanted to prove herself, Starshadow knew she wouldn't be able to pay this herself, not with her job.

Starshadow quickly thought to the amount of money had had saved over the months, but sighed when he did the math in his head. On an average day, Starshadow managed to make around a fifty gold bits worth of money, subtract his food expenses, living arrangements and the small amount of money he used to take him and Ditzy out on little picnics like the one he had planned for today, that usually left him with only about twenty gold bits worth of money left over, that he put up for a house of his own. Add all that money he had saved the entire time he was in PonyVille, that didn't even come close to adding up to what was needed. Starshadow thought about taking out a loan to help, but again he did the math, and he himself would end up in debt, and when he couldn't pay off the loan, the tax collectors would take whatever it was he had spent the money on, and then they would be right back where they started.

Placing the eviction notice down on a nearby table, Starshadow left Ditzy's house again, as he flew as fast as he could to the town hall, hoping he could at least find a job that would pay him a decent amount of money, while counting how much money he would need to help Ditzy keep her house. Starshadow barley made it to the town hall before it closed for the night; luckily, he told the mare who was in charge of closing it up, that he only needed a few seconds. She agreed and he quickly began to scan the jobs that had been listed, trying to find the ones that would pay the most. Some were higher than others, but they tended to be the ones he wasn't very good at, like actually building buildings.

Quickly adding up the combined amount of bits he would earn if he did all the high paying jobs, he growled in frustration as the price was still too low, even with the small jobs that didn't pay much, which there were a lot of, only put a dent in the cost that he needed.

In a fit of rage Starshadow began to stomp his hoof in frustration. He needed to get the money, but all the jobs that needed to be done, wouldn't help in the least bit, and even then he wouldn't be able to get them all done in three months. Starshadow began to leave in frustration all the while stomping. Walking out of the doors, he slammed the door causing a piece of paper that had been posted on a nearby beam to fall off. Sighing, he quickly picked it up. He may have been mad, but that didn't mean he had to be inconsiderate.

His eye's scanned over the paper for a brief moment, as he went to throw it away; however, his eyes caught something. Quickly looking again, Starshadow saw what the piece of paper was. It was a flyer for the annual Equestria games, and they had a reward of over three hundred thousand bits, as well as the opportunity to meet the Wonderbolts. Starshadow didn't much care about the second prize, but the first one was what had caught his attention.

Starshadow began to think about the Equestria games. He hated to raced, in fact he hated anything sort of activity, if it wasn't important, that involved speed, but he saw no other way to get the money that Ditzy needed. If he could pull this off, Ditzy's house was saved, but then everypony would know who he was and his father might find him. If he failed, Ditzy would lose her home, but what was worse his father would know exactly where he was and he would try to force Starshadow to enter more races.

No he couldn't think about that, Ditzy was more important to him, than his problems, she had always been more important to him ever since he first saw her. Everything she cares about, he to began to care about, especially Dinky. Starshadow quickly made up his mind, quickly scanning the flyer; he saw that the Games were to take place two months from today. Nodding to himself, he quickly memorized the date and set off for the Inn. He would need a lot of sleep if he was going to get ready for the Games.

**00000**

**This is the conclusion of the fourth chapter. I hope you guys like it, anyways I have decided to do something new, because I really want to hear from my fans more often.**

**Question of the day: Who is your favorite pony (Any from the entire fandom, not just the mane six) and why?**


	5. Asking for Help

**Welcome to the next chapter of Two Lonely Souls. In the last chapter, or main character learned that Ditzy is on the verge of losing her house, and what's worse, the infamous Filthy Rich is plotting to buy her home, but Starshadow is bent to save her house and so has decided to enter The Equestria games, but will our hero be able to keep up some of the greatest fast flying ponies? Only Time will tell.**

**Disclaimer: My Little Pony is a Hasbro owned show and I do not own any of the Characters from said show, I only own Starshadow and his father.**

**00000**

**Asking for Help**

The next day Starshadow had woken up early. The first thing he did when he woke up was he quickly got himself a bit to eat, before running out the door and heading for a nearby open field. Many times when he was lazily flying over PonyVille he had noticed that a lot of Pegasus liked to play air based games.

As he had thought, the field was filled with young Pegasi, some no older than foals others barley into adulthood. All of them were flying around either playing an air version of soccer, racing, or lust flying in general. Starshadow went to join them, he needed to assess his abilities to see how fast he was, or his maneuverability, when he suddenly stopped and took a quick look around. Thankfully he didn't see the pony he was dreading and continued to fly towards the other Pegasus, however, unknowingly, he passed a cloud that held somepony who was watching him closely. A moment later and the pony flew out of the cloud leaving a streak of rainbow in her wake.

Starshadow looked around trying to find a suitable pony for which he could test his abilities; however he saw that everypony was currently busy. Sighing he was content to wait if only for a few minutes, however he didn't have to wait long. Feeling somepony tapping his shoulder, Starshadow looked up and saw a stallion lying on a cloud that had drifted above him.

"Hey bro, what are you doing all by yourself?" The Pegasus asked a look of confusion on his face.

"I'm looking for someone to race me." Starshadow said in a challenging tone.

"You're Starshadow right?" The stallion asked to which Starshadow replied with a determined nod. "I thought you hated to race, at least that's what I heard from Rainbow Dash." The stallion went on.

"I have my reasons, so do you want to race or not?" Starshadow asked his voice frustrated and mad.

The stallion laughed, which seemed to annoy Starshadow to no end, before he nodded and fell off of the cloud. Falling a couple of feet, the Pegasus quickly opened his wings and flew back to Starshadow.

"So where is the finish line?" The stallion asked as he stretched his legs in mid air.

"We fly to that cluster of clouds, right over there." Starshadow said as he pointed with his hoof. "Then he makes a sharp left over to that group of ponies playing with that ball, before quickly diving and correcting ourselves just in time to land." Starshadow finished, as he began to think of a strategy to win.

The pony nodded, before getting into a starting position. Starshadow did the same, and on the count of three they both shot off. Starshadow immediately took the lead. Smirking in triumph he pushed his wings to move as fast as they could. Starshadow was at the cluster of clouds in no time, and as he got ready to turn, he felt a gust of wind blow past him. Starshadow ignored it as he quickly turned around the clouds, however, he was going to fast and so he shot off course a little. Quickly righting himself Starshadow headed for the finish line, only to see the other pony was ahead of him. Realizing that the gust of wind was his opponent flying past him, Starshadow grew angry. Forcing his wings to flap harder, Starshadow began to gain on his opponent. However his opponent quickly dived and Starshadow flew past him. Quickly stopping Starshadow dived as well as he forced his wings to reach the ground quicker. His opponent was in a free fall, his body rigid and unmoving. With the extra speed from the fall Starshadow gained, ready to pass his opponent, however he was still a ways away. Suddenly the other pony quickly opened his wings, causing Starshadow to realize that he was paying attention to his opponent and not his surroundings. The ground rushed up at him, and he quickly opened his wings as he righted himself. The landing was rough, as Starshadow was sent rolling acrossed the ground, before landing on his back.

Thankfully his wings weren't hurt to badly, and he could still move them. Quickly picking himself up, he limped over to his opponent, who was standing in the middle of a crowd. Taking a quick look at the winner, Starshadow quickly shuffled off, in defeat. Dread was entering his heart and mind. He needed to win for Ditzy's sake, but his first race was a bust. He knew nothing about racing. His wings were only as good as he was, and he was terrible. Sighing he began to wonder if he really ever could save Ditzy's house.

"What was that all about?" asked a voice. Starshadow groaned inwardly, he knew that voice to well.

Looking up he saw the face of Rainbow Dash, he had hoped she wouldn't be here, but it appeared she was hiding. Sighing he spoke through clenched teeth, his words bitter.

"I'm training." He said as he picked himself up. Rainbow Dash laughed at his words before regaining her composure.

"Why are _you_ training?" She asked emphasizing the word "you". Starshadow didn't want to tell her, but seeing as it was most likely a lost hope, he decided that telling her couldn't hurt his chances.

"I want to join the Equestria games." Starshadow said expecting her to laugh, however, when he looked up he saw her giving him a determined look.

"You too, huh?" She asked her voice calm, though it was clear she was confused.

"You're joining the games?" He asked flabbergasted. Starshadow had seen firsthand the speed Rainbow Dash possessed, and if she was joining, then he there was no way he could win.

"Yep, I figure if I win, then I'll get to see the Wonderbolts, and that prize money wouldn't hurt either." She said as the last part with a bored tone. "What I can't figure out though, is why are you joining, if I remember, you hate to race." She commented.

"I do, but I need fifty thousand bits before the end of the next three months." He said as he sighed. Saying it out loud, made Starshadow realize just how important this was, and he couldn't give up, he had already committed to it, and once he started something he finished through with it until he could go no further.

"As your friend I'm telling you, not to be mean, but because it's the truth, as of right now, you don't have a chance to win." She said bluntly, which made Starshadow lower his head, however, an idea suddenly popped inside of his head.

"Rainbow Dash…could you..._Train me!_" he suddenly blurted out. Truth be told he didn't really like Rainbow Dash that much, that's not to say she wasn't a good friend, but he had never considered her a friend, he always thought she wanted to be around him because of his father, but he was willing to put his dislike of her aside, he needed to help Ditzy anyway he could.

Rainbow Dash looked shocked at his words, and even flinched at the intensity of his voice. However she quickly regained her composer. Somehow she always seemed to look cool, even when she was uncomfortable.

"Why do you want to do this so much?" She asked suddenly sounding, neither mad, nor condescending, but instead genuinely curious. Despite the situation, Starshadow didn't want to let anypony know. It wasn't because he was embarrassed, but he didn't want to upset Ditzy. If anypony knew she was in trouble, some might try to help, but others would more than likely torment here, and Starshadow couldn't let that happen, the thought of her going through so much pain, brought tears to his eyes, which clearly surprised Rainbow Dash.

Starshadow quickly explained the situation to Rainbow Dash, he told her how he felt about Ditzy, and how the whole thing was making his heart heavy. As he spoke the tough, cool exterior that was Rainbow Dash's pride, faded, and was replaced by a sad smile, before it was quickly replaced by her old appearance.

"Be here tomorrow, before the sun rises. I'll help train you as best I can, but I need full cooperation from you." Rainbow Dash said her voice like that of a drill instructor, stern and means, yet somehow kind.

"Thank you Rainbow Dash." Starshadow said as he quickly wiped his eyes.

"Oh and by the way, the reason you fell from the sky, is because your wings are in poor condition." She said as she moved closer to inspect the feathers of his wings.

"What…Ow!" he yelled as she pulled on of his feathers out.

She laid his feather on the ground, before pulling one of her own feathers out and laying it next to his. Immediately Starshadow could tell what she had meant. Rainbow Dash's feather was neat and even. The vanes of her feather were neatly in place, they had no abnormalities, while Star shadow's feather vanes where ruffled and cracked. Pieces were falling off, while other parts were bent, not to mention the large accumulation of dirt and grime on his feather.

"Seriously do you not take care of your wings? This is ridicules." She said in a disapproving voice. "Go to the store, and buy wing shampoo and conditioner, that'll help you, clean them up and get them into better condition, but you'll have to wait till you grow new ones if you want to be able to fly properly." She said as she flew off.

Starshadow took another look at his feather, which was swept up by a wind and flew away. Knowing she was right, Starshadow quickly flew to the nearest store, before heading to Ditzy's house, she would be at work, and he would be able to wash up there.

**00000**

**Ok so I know this is a little shorter than what I normally put out, but I kind of ran out of things to type, which is a shame because I wanted this story to be more than a few chapters, but you I got fans who like it so I can't complain.**

**Ok so the next question of the day is: What would you like to see happen in this story and Why.**

**The reason why I ask this is because I want to do what my readers would find interesting, now of course this has rules, no sexual content, and nothing that goes against the main plot. **

**Enjoy**

**Please leave your comments and creative responses below and I will get to work on that next chapter as soon as I can.**


	6. Training

**Welcome back everypony. I would like to personally thank you all for putting up with me, and how long it's been since I last posted. Now some of you are wondering why I'm putting this intro in, well it's because, I've seen a lot of authors doing it, and wanted to try it out.**

**Anyways I have a special guest that I would like you all to meet. So here he is, my First MLP OC character Starshadow.**

**-Starshadow walks into the screen, looking both confused and slightly annoyed.-**

"**Whoa, where am I?" he asked slight anger in his voice.**

"**You my friend are in the intro to this chapter for this story." I replied a smile on my face completely oblivious to my characters anger.**

"**So you pulled me out of something important, for your stupid intro?!" He asked his voice rising with anger.**

"…**Uh…yes?" I replied hesitantly, my sentence being more of a question than an answer.**

"**Put. Me. Back. Now!" He said, as he slowly approached me.**

**-I wave my hand quickly making Starshadow disappear. I let out a sigh of relief before turning back to the screen with a sheepish grin on my face.-**

"**Who knew he could get so angry?" I joked nervously before breathing slowly to calm myself.**

**Anyways let's get the story started.**

**Disclaimer: I do not own any of the MLP characters except my own.**

**Please leave your creative comments and responses in the section below and I will reply to them as best I can.**

**00000**

**Training**

Starshadow Walked into Ditzy's house with a bottle, in the shape of two wings, of shampoo and conditioner, one being stored in the left wing, the other in the right, clutched to his chest with his front right hoof. Starshadow was sweating heavily and was desperately trying to catch his breath. It had been three days after Rainbow Dash had agreed to help him train, and he was now starting to feel the wear on his body, but he knew he was getting stronger.

Everyday Rainbow Dash would make Starshadow wake up right before the princess raised the sun. She would then have he take one hundred laps around her house, and while her house didn't take up a lot of sky, a hounded laps was about thirty to forty minutes of continues flying, which he wasn't used to. Once he had finished his laps, he had worked up a decent sweat, but the training did not end their, next Rainbow Dash would have Starshadow Fly through a dense section of the EverFree forest. She claimed this would help him build his reflexes as well as help him turn faster while flying, and true while he was flying at a slower speed than he was able to, it was still hard for him, because his strengths laid with his legs and not his wings.

Rainbow Dash wouldn't stop their though, she constantly made him do wing exercises every time he messed up on one of his runs through the EverFree forest, which was to say that he did a lot of them. Rainbow Dash was brutal when it came to training, and every little mistake was a chance for her to punish him with more work, but Starshadow didn't mind doing this, he wanted to help Ditzy as much as he could, and when things got hard for him, he pushed himself until he collapsed. Of course Rainbow Dash took her job a little to far, as she began to act more and more like a Drill sergeant, constantly calling him names, and making fun of his lack of knowledge. Starshadow gritted his teeth though, he had to do this, and while Rainbow Dash was enjoying herself a little to much, he ignored her taunts and tried to better himself.

Covered in sweat, Starshadow quickly took to the air, his wings screaming out in pain, Rainbow Dash had told him that he needed to fly just about everywhere to gain more strength in his wings. Flying as fast as he dared, Starshadow made his way up the stairs and headed for Ditzy's shower. Ditzy didn't mind though, because the two were practically living together. Stepping into the shower, Starshadow quickly turned the hot water on and sighed with relief as the hot water soothed his sore muscles. Letting the water douse him for a good ten minutes, Starshadow quickly opened the bottle he had brought with him, and lathered his wings with the shampoo, the sweet smell of fresh rainwater filling his nose. Starshadow massaged the suds into his feathers trying not to move to fast. Once done he washed the soap away and did the same with the conditioner, making sure to spread it out evenly.

Once Done Starshadow shut the water off, before stepping out of the shower and drying himself off. He didn't know how much more of this he could take, his training had started early and didn't end till three in the afternoon, he was getting tired quickly and it was killing him. Sighing he dried himself off and flew downstairs, all the while reminding himself why he was putting himself through all of this. As he flew into the living room, he just heard the front door shut with a slight bang. Quickly turning, he saw Ditzy walking towards her couch. She had a look of slight anger on her face, as well as sorrow, and Starshadow could just see it, but he noticed tears streaming down her face.

She was crying…but why. Obviously she had a lot to cry about, she would have to leave her home pretty soon, but their was something else that was making her cry, but Starshadow couldn't figure it out. Quickly checking outside he saw that he had a couple of minute, so he flew to Ditzy's side and wrapped his wings around her.

"You okay?" He asked keeping his voice low. Ditzy flinched at the sudden touch but hearing Starshadow's voice she dug her head in his chest, causing him mentally scream with pain. "Come on Ditzy, what's wrong?"

"The orphanage won't let me adopt Dinky, let alone see her." She said in between sobs. Starshadow suddenly sighed in anger, he could understand why they wouldn't let her adopt Dinky, Nopony in their right mind would let anypony who was about to lose their house, adopt a little filly, but that wasn't what he was angry about, Why they wouldn't let her see Dinky, is what confused and angered him.

"Why not? Don't they know how much she means to you?" He asked his anger showing despite how tired he was.

"They say I'm a danger to her."She said as she broke out in more tears, causing Starshadow to feel awkward, he wasn't' good in these kinds of situations. Throw an impossible job his way, and he would have no trouble with it, bring him a crying mare to comfort, and he was at a lose for words.

"Ditzy, don't listen to them, you know your not a danger to her, besides who cares what they think about you, it's what Dinky thinks about you that matters." Starshadow said trying to make the situation better, but it seemed she didn't hear him, causing him to believe that it wasn't just that which was bothering him, and he suspected that they didn't want her near Dinky because of her financial issues. Sighing Starshadow added another reason why he had to continue training.

"Ditzy listen, right now I have to go, but when I get back, we can talk about this to your hearts content, okay?" he asked as he stood up to leave.

Ditzy continued to cry, but now she was looking at Starshadow with a look of confusion and hurt. The look she gave him broke his heart, as he realized how he looked. In her eyes, it looked like he didn't care about Dinky or about how upset she was over it, and while this was the complete opposite from the truth, he couldn't bring himself to tell her that he had to go work now, he was now starting to cut into the money that he had saved for his own house, which was now the only thing that mattered, because if he did lose the Equestria games, then he would use this money to buy a small house for him and Ditzy to live in, but he hoped it wouldn't come to that.

Due to his training, Starshadow was required to buy several things that were of great importance, firstly he needed to buy the next two months of rent at the Inn, also he had to buy that bottle of shampoo and conditioner, as well as some medical items, like bandages and ointment, in case of injury, and a special blend of drink, that Rainbow Dash bought, which was guaranteed to help build wing muscles. This all cut his saved money to less than half, and still he would have to buy more, so he still had to work doing odd jobs, to at least pay for these supplies as well as food for himself.

Mentally sighing to himself he walked out of the door, and quickly took to the air, only about a few feet off of the ground.

**00000**

Starshadow woke up early, as he had done the past three days. He was slowly getting used to it, but he still yawned from time to time. Suddenly yesterdays events came rushing back to him. After he had gotten back to Ditzy's house to try and comfort her, he found her in her room pretending to be asleep, but he could just barley hear her quite sobs. He had called out to her with a worried voice. Immediately she stopped sobbing and laid still, trying to convince him she was sleeping, and while he knew she was awake, he left her, it was obvious she just wanted to be alone for the night. Starshadow couldn't blame her either, it was partially his fault, for seeming like he didn't care, so he was most likely the last pony she wanted to see at the moment.

Sighing he got ready to meet Rainbow Dash near to EverFree forest, according to her she was going to have a new routine for him, as well as teach him some flying moves to help wow the judges at the games. Getting a quick bit to eat, Starshadow then began to fly out the door, as he headed for The EverFree forest, making sure to go at a decent speed, to both preserve energy as well as keep his muscles from aching more than they had to, however once he got their his mouth fell open as he saw not only Rainbow Dash at the EverFree forest, but another pony there as well, or in this case a zebra, Quickly landing Starshadow gave Rainbow Dash a questioningly glance, before turning to the zebra.

"Hello?" he said confused as to why she was here.

"Starshadow, you must be, for only you, I can see." The zebra rhymed confusing Starshadow.

"Rainbow Dash is right next you though?" He said trying to understand what see meant.

"This is true, but only you are within my sight tonight." She continued to rhyme, causing Starshadow to turn to Rainbow Dash even more confused.

"Starshadow this is Zecora, she's a shaman who lives in the EverFree forest, and she's going to help you train today." Rainbow Dash clarified. Starshadow quickly turned back to Zecora to properly greet her, only to have her blow a weird dust in his eyes. Starshadow sneezed and coughed as he tried to get the dust out of his eyes, but when he opened them, he found that all was black. The moon, which always casted a white light on the land, was nowhere in sight, which caused him to freak out.

"What did you do to me?!" he yelled out as he moved from left to right to try and find them both however he tripped over something and smacked into the ground, getting a mouth full of dirt as he yelled out in surprise.

"Your eyes will lie, and your nose deceives, but listen well, and the sounds will show your goal today, you must not delay. Find twenty clouds to do away." She said as she walked around him, her voice traveling around him and causing him to turn to her.

"What? How am I supposed to find twenty clouds to get rid of, if I'm blind?" he yelled out in frustration.

"Okay dude, calm down, she just told you how to do it, just listen and you'll do okay." Came the sound of Rainbow Dash's voice, causing him to turn to her instead.

"And what I'm I listening to the wind?" He asked sarcastically.

"Wow, you learn pretty fast, maybe you won't be a complete waste of time." Rainbow Dash said as she mocked him as usual trying to pump him up.

"Are you serious, how am I suppose to listen to the wind." He asked clearly mad at how vague they were being.

"That would be too easy; you have to figure it out for yourself." Rainbow Dash said. "By the way you should hurry, because if you don't find them all by the end of the day then we can't give you the antidote and then you'll stay like this for good."

"What!" He screamed out in anger. "Rainbow Dash give me that antidote now!" Suddenly Starshadow lunged at where he last heard her, but she was gone and since he could not see he crashed to the ground.

"While your mad at me, your wasting time, now get to it, well be back by the end of the day to see how many clouds you bust up." She said as the sound of her flying away could be heard.

Starshadow screamed into the air, clearly angry, but now being able to hear where she had flow off to, he sighed, completely forgetting about Zecora; however, once he was gone Rainbow Dash flew out of the tree she had been hiding in, and landed next to Zecora who was simply smiling.

"Hey that stuff won't really blind him will it?" She asked now sounding concerned.

"By the time he learns to listen, will return his vision."She said with a small chuckle.

"Oh, good, because permanently blinding somepony is so not awesome." Rainbow Dash said with a sigh of relief. "Anyways I better go and follow him to make sure he gets all those clouds." She said as she flew after him keeping a safe distance away so he wouldn't hear her.

**00000**

Starshadow had to fly slowly, since he didn't know where he was flying, or where he was at for that matter, he didn't want to accidentally fly out of PonyVille's boundries, or worse accidentally fly into any birds that might be up here as well. Taking Rainbow Dash's advice, he hovered in the air, as he waited for a gust of wind to come. When at last a wind did come, he was still completely oblivious as to where any clouds might be. Maybe this was some sort of trick that a weather patrol pony needed to know, and maybe to know this skill would help him in the games, but surely she should have given him a better hint, besides "listen to the wind", after all he had never done any weather control, sure he was capable of doing it, all pegasi were able to do it, but to have complete weather control, they had to learn more skills than, just jumping on clouds to make them rain.

Sighing he tried to fly in a straight line, hoping to find a cloud nearby, but after about two hours of angry searching, he couldn't find a thing. He began to scream both inside and outside, as he flew in a random direction hoping to blast through any clouds that might be nearby, but he only flew through air.

Rainbow Dash who was watching nearby, managed to hold in a fit of giggles, she didn't want to ruin the entire training session, but she couldn't help but laugh at how poorly he was doing. Truth be told Starshadow was surrounded by clouds. They were everywhere floating on the wind, but Rainbow Dash would always move them out of his way when he got close to one. To some this looked counterproductive, but Rainbow Dash had already told him, he had to listen to the wind, and it was obvious he still hadn't heard the wind yet. It was so simple, once you learned to listen; the only problem was he had to listen with his heart, and not his ears.

Rainbow Dash laughed at thinking this, she knew it was cheesy, and was in almost every fictional book, but it was actually true, Every Pegasus was born with the ability to listen to the wind, but somewhere along in Equestrian history, the Pegasus had forgotten, and listening to the wind was a rare skill that every Pegasus had to learn in times of need.

Starshadow sighed after finally screaming himself hoarse. He didn't know what he was supposed to do. Rainbow Dash had said to listen, but whenever he listened all he heard was the wind, nothing came to him, and he had no way of knowing where the clouds were, he was completely at a lose.

"_How am I supposed to help Ditzy now?"_ he asked himself. _"If I end up blind for the rest of my life then I won't be able to help anypony."_ He thought to himself.

Rainbow Dash quickly looked to Starshadow as she saw him just floating in the air, his head hung low as he though about all the good times, him and Ditzy would never be able to have. She smiled to herself knowing he was finally coming close. Starshadow on the other hand continued to think about Ditzy, thinking about that picnic they had never gotten to have.

What else would they miss out on, maybe going to another party, perhaps getting to see all of Equestria? What about ditzy in her wedding dress, if they ever decided to get married? His own children, if he ever had any? He began to cry when he thought of that, he would never get to see any of his children's faces, let alone Ditzy's or Dinky's, ever again.

"**WHERE ARE THEY?!"** He screamed out loud, tears streaming down his face. He listened for a few minutes hearing nothing; of course he had never expected to hear anypony answer. He sighed as a gentle breeze swept by him, blowing his tears away.

"_**Left."**_ A voice suddenly said, though that confused him, because the voice didn't sound like a pony, it sounded more like something being blown through a hole.

"What?" He asked a small sniffle in his voice.

"_**Turn left."**_ The voice said as another breeze passed by him.

Rainbow Dash smiled, she to have heard the voice, though Starshadow didn't know it just yet, what he had heard was the voice of the wind, telling him where the nearest cloud was. She was the only Pegasus in PonyVille that could hear the voice of the wind, and it was actually quite a story as to how she had learned to hear its voice. It was perhaps the same day she had gotten her cutie mark. She remembered the day fondly. She had just done the Sonic Rainboom for the very first time, and she was so happy, about that because soon after she had discovered her cutie mark her signature rainbow lightning cloud. \

As she admired her cutie mark though, she heard a happy voice praise her. She looked around confused, but when she couldn't find anypony she shrugged it off, only to again hear the voice give her more praise. Slightly scared she began to question who was their only to be greeted by the voice again who explained to her who it was. It then began to thank her for bringing such beautiful colors to a bland and regular sky. From that day forward, she had continued to listen to the wind, and even did a little research on it, though she learned more from the wind itself, than from any book that she would quickly throw away.

Confused Starshadow turned to the left and began to fly slowly, however this time Rainbow Dash didn't move the cloud out of the way. She had no need to, since she had taught him what she believed he needed to know. Still hesitant Starshadow flew a little slow, not knowing if he was going to find any clouds, however, he suddenly felt the soft, yet slightly damp surface of a cloud. Surprised he patted it several time to make sure he wasn't imagining anything. When he was fairly certain that he had indeed found a cloud, he quickly kicked it with his back legs making it disappear.

Starshadow was astonished, and quickly listened trying to hear the voice again. Another breeze blew past him, this one slightly longer than the others.

"_**Behind you, be quick. Trust me and your abilities."**_ The voice said. Starshadow was slightly confused, but seeing as whoever was talking was helping him, he decided not to question it, and quickly turned in the air, before shooting off in that direction, his front hooves in front of him to hit a cloud.

Rainbow Dash was moving the next closest one to Starshadow away, testing his ability to listen to the wind. Seeing him flying blindly straight towards her, she let the cloud she had been moving go and moved out of the way, before Starshadow could collide with her. Starshadow plowed through the cloud, it to disappearing. Once he stopped he cheered out at his victory, but suddenly a strong gust of wind blew past him almost making him lose his balance in the air.

"_**Don't celebrate; you still have more clouds to clear!"**_ the voice said anger evident.

"Sorry." He said after regaining his composure.

"_**To the right, five feet above you."**_ The voice said the anger gone now. Starshadow didn't question it as he began to follow the instructions of the voice.

Starshadow soon began to listen to the wind, all the while taking notice that every time he heard the voice, it was accompanied by a breeze of wind, all the while Starshadow was watching him, counting the clouds he cleared, and even setting up obstacles to see how well he was in touch with the wind. He was doing well, and while he still wasn't as adept as Rainbow Dash was, he was still skilled enough to get basic directions, while most ponies only heard fragments of a sentence.

An hour after his first cloud break, and Starshadow was done clearing the clouds. It had been about three and a half hours since they had first began, but now that they were finished Starshadow began to cheer to himself for his victory, and this time he was not rebuked by the wind. When his excitement finally died down, he suddenly came to a realization, he still couldn't see, and their for he didn't know where he was but a breeze came blew by him, and he was instantly given directions back to the meeting place.

Once he landed he called out hoping that Rainbow Dash would be nearby, or at lest Zecora, who he instantly knew had the antidote for his eyes. A moment later Rainbow Dash landed, still following him, though this time Starshadow heard her land and turned.

"Rainbow Dash? Is that you?" He asked both hopeful and still a little angry.

"So how many clouds did you clear?" Rainbow Dash asked completely ignoring, while at the same time answering his question. Though she didn't really have to ask him that question, she had watched it all and knew how many he had cleared, but she wanted to mess with him a little, just for fun.

"I got twenty clouds just like you told me to." He said a confident smirk on his face.

"There's no way you got twenty clouds in only an hour, so stop lying to me." Rainbow Dash said in a slightly angry tone, though it was mostly to help her cover the snickers in her voice.

"There's no way its only been an hour, and besides even if it had only been an hour, I did get twenty clouds like you asked, now give me that antidote." He said his voice not yet angry but forceful.

"Now I know your lying, because it took me an hour in a half to get twenty clouds." She said now making herself sound angry.

"Then I guess I'm better than you, either way I want that antidote!" he began to yell, however Rainbow Dash began to laugh out loud causing him to get even more angry.

"You? Better than me? Now I know you're lying, because I'm the fastest flying pony in all of Equestria. I'm pure awesome, so theirs no way you could beat me." She said as she began to challenge Starshadow.

"**GIVE ME BACK MY SIGHT!"** He screamed completely losing his patience with her.

Rainbow Dash suddenly fell to the ground laughing as hard as she could, all the while holding her gut. "I can't believe you fell for that." She said between fits of laughter. "The powder we used is only temporary; your sight should be coming back any minute now." She said started to calm down, though still giggling when she thought about it.

Sure enough, Starshadow could just start to see a light, it was only a pinprick, and he couldn't make anything out from it, but he knew he would be able to see any minute. Minutes passed and the small ray of light slowly started to expand until Starshadow could see, though everything was still a little blurry and, whenever he tried to focus on something to making his sight come back, his eyes started to burn a little. It was not painful, but more along the lines of irritating.

His vision, while still terrible, was still good enough to make out shapes, and to a lesser extent distances, but he managed to walk back to PonyVille, with Rainbow Dash by his side, helping guide him around anything he couldn't see. As they walked they talked about the entire experience, Rainbow Dash, explaining how she had learned about the voice of the wind and by also telling him how she had made it more difficult for him by moving the clouds, though he didn't get mad about it really, instead he simply shrugged it off and was ready to continue to the next bit of training.

**00000**

**So I finally got this one finished, and trust me I wish I could write more, but I feel the creative juices leaving my brain. –Sigh- this is what happens when you pour all you've got into a single story. Anyways So I am going to be bringing this story to a close sooner than I thought, and also For my next story, SPOILERS, Which will be a MLP FIM, I am going to be writing in First person POV. Also I will be starting up a new poll which I want everypony to take part in; ok seriously I want your input. **

**Please leave your creative comments and responses in the section below. Also on a side note, I am looking for some characters to put in for the Equestrian games as competitors, if anypony wants to throw their hat into that mix, be my guest but be prepared to have questions fired at you from Pinkie Pies Party Cannon. Just PM me and I'll see what I can do, but I'm only choosing the three that I like most to put in, so make them entertaining or interesting and make sure they are not a robot in the way they talk please emotion is everything.**

**Question Time: If you could meet anypony from the entire series, who would it be and why, and what would you say to them or what would you talk about?**


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